Completion of Proceedings. All partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto shall be satisfactory in form and substance to the Administrative Agent and counsel to Administrative Agent, and the Administrative Agent, and counsel to Administrative Agent shall have received all such counterpart originals or certified copies of such documents as they may reasonably request.

“Completion”. Completion means, with respect to any clinical trial, the earlier of the date on which # a final study report is issued that confirms that the efficacy endpoints with respect to such trial support Regulatory Approval in the United States or # TransTech elects to proceed to the next phase of Development without regard to the contents of such final study report.

Completion. A year of Vesting Service shall be deemed completed as of the date in the computation period that the employee completes one thousand (1,000) Hours of Service. (Fractional years of Vesting Service shall not be credited.)

Substantial Completion. “Substantial Completion” shall be the date that # Landlord completes construction of Landlord’s First Floor Expansion Premises TI Work substantially in accordance with the Approved Construction Documents, other than minor work which does not materially affect Tenant’s use of, or access to, the First Floor Expansion Premises, # the First Floor Expansion Premises and those portions of the Common Areas of the Building which affect Tenant’s occupancy of the First Floor Expansion Premises are in conformance with all applicable Laws, # all structural elements and subsystems of the Building which serve the First Floor Expansion Premises, including but not limited to HVAC, mechanical, electrical, lighting, plumbing, and life safety systems, are in good working condition and repair, # Landlord has delivered to Tenant a certificate of substantial completion from the Architect stating that the Landlord’s First Floor Expansion Premises TI Work is substantially complete, and # all governmental inspections of Landlord’s First Floor Expansion Premises TI Work which are required in order for Tenant to be permitted to lawfully occupy the First Floor Expansion Premises have been completed.

Substantial Completion. With respect to each Property that is not a Completed Property, the applicable Seller shall or shall cause its respective Company to diligently pursue in good faith and obtain Substantial Completion of all Improvements to be constructed by the “lessor” pursuant to the requirements of the applicable Government Lease as soon as is reasonably practicable following the Effective Date. Promptly following the date of Substantial Completion, and in no event later than five (5) days following such date of Substantial Completion, each Seller shall or shall cause its respective Company to: # deliver to the Purchaser and the Title Company all of the items set forth on [Schedule 6.5(d)] attached hereto and made a part hereof, and # deliver to Purchaser a certificate of substantial completion issued by such Seller’s or its respective Company’s architect in the form of AIA Form G704, certifying that the applicable Improvements have been substantially completed in accordance with the plans therefor, subject only to the completion of minor punch list items; and # shall deliver to Purchaser a temporary or permanent (if temporary, the applicable Seller shall obtain and deliver a permanent prior to the expiration of the temporary, which obligation shall survive the applicable Closing) certificate of occupancy (or equivalent) issued by the applicable governmental authority for the applicable Improvements (each, a “Certificate of Occupancy”).

If Landlord shall be actually delayed in Substantially Completing the Landlord’s Work beyond the Intended Commencement Date as a result any of the following (collectively, “Tenant Delays”):

Substantial Completion. The Base Building Improvements and the Tenant Improvements shall be deemed “Substantially Complete” upon the completion of construction of the Base Building Improvements or Tenant Improvements, as applicable, in a good, workmanlike manner, pursuant to the Base Building Plans or Approved Working Drawings, as applicable, with the exception of any punch list items and any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor. “Punch list” items are limited to minor and insubstantial defects in the Base Building Improvements or Tenant Improvements, as applicable, that do not prohibit Tenant’s occupancy or unreasonably interfere with Tenant’s use of the Premises for the Permitted Use. Landlord or Tenant, as applicable, shall promptly cause its contractor to correct any punch list items in a reasonable time period and shall use commercially reasonable efforts to minimize interference with Tenant’s use of the Premises or construction of the Tenant Improvements, as applicable, in so correcting any punch list items.

PRIMOTOP shall pay an aggregate amount in cash equal to the Estimated PRIMOTOP Shares Subscription Amount to the Company by telegraphic transfer of immediately available funds to the Company’s Account for the subscription for the PRIMOTOP Shares;

MPT shall ensure that a draft of the Completion Accounts is prepared by MPT as soon as possible after Completion, in English as if a fiscal year had ended on the relevant Completion Date in the following manner (the “Draft Completion Accounts”):

All calculations must be determined in a manner consistent with the Accounting Standards. This includes that the Accounts have been prepared as special purpose accounts and not general purpose accounts.